This week’s New York Business Divorce takes a look at the common-law history leading to the enactment of BCL 713 regulating self-interested transactions by corporate directors, along with illustrative synopses of cases applying the statute.
Continue Reading Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

What happens when you cross an at-will employment agreement with a mandatory redemption requirement at a deeply discounted price? Find out in this week’s post.
Continue Reading At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold

Statutes and caselaw have imposed several limitations on shareholders’ ability to enter into enforceable voting agreements. But those limitations apply in the corporate context—few have migrated over to LLC member voting agreements. And as a recent decision from the First Department demonstrates, LLC member voting agreements may have fewer formality requirements than one might expect.
Continue Reading First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

In this week’s New York Business Divorce, read about a new decision from New York County Commercial Division Justice Andrea J. Masley addressing an important, unresolved question of New York law: whether, and if so, to what extent, do minority LLC members owe fiduciary duties?
Continue Reading Do Non-Manager, Minority LLC Owners Owe Fiduciary Duties?

This week’s post covers a case likely to make waves inside and outside of Delaware, where Vice Chancellor Laster explores the interplay between acts that are void ab initio and equitable defenses, and he encourages an appeal so that Delaware may reconsider its laws on the issue.
Continue Reading Magic Words Still Matter, and Equitable Defenses Can’t Save a “Void” Transfer

In this week’s New York Business Divorce, read about the matrimonial-turned-business-divorce litigation between Italian billionaire Silvio Scaglia and his estranged wife / business partner, Julia Haart, and the difficult conflicts-of-laws questions that can arise when litigating damages claims related to Delaware entities in New York courts.
Continue Reading Conflicts of Laws and the Internal Affairs Doctrine